UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE

Erron W. Smith Wai-Mart Stores, Inc. erron.smith@walmartlegal.com

Re: Wai-Mart Stores, Inc.

Dear Mr. Smith:

February 21, 2014

This is in regard to your letter dated February 21, 2014 concerning the shareholder proposal submitted by James McRitchie for inclusion in Wal-Mart's proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponent has withdrawn the proposal and that Wai-Mart therefore withdraws its January 31, 2014 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Copies of all of the correspondence related to this matter will be made available on our website at http://www.sec.gov/divisions/comfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division's informal procedures regarding shareholder proposals is also available at the same website address.

cc: John Chevedden

Sincerely,

EvanS. Jacobson Special Counsel

*** FISMA & OMB Memorandum M-07-16 ***

Walmart ~:~. 702 SW 8th Street Bentonville, AR 72716-0215 Erron.Smith@walmartlegal.com

February 21, 2014

VIA E-MAIL to shareholdemroposal5@sec.gov

Office ofChiefCounsel Division ofCorporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

Re: Wal-Mart Stores, Inc. Stockholder Proposal ofJames McRitchie Securities Exchange Act of1934-Rule 14a-8

Ladies and Gentlemen:

In a letter dated January 31, 2014, Wal-Mart Stores, Inc. (the "Company" or "Walmart") requested that the staffofthe Division ofCorporation Finance concur that the Company could exclude from its proxy statement and form ofproxy for its 2014 Annual Shareholders' Meeting a shareholder proposal (the "Proposal") and statements in support thereof received from John Chevedden on behalfofJames McRitchie (the "Proponent").

Enclosed as Exhibit A is an email from Mr. Chevedden, dated February 20,2014, withdrawing the Proposal. In reliance on this letter, we hereby withdraw the January 31, 2014 no-action request relating to the Company's ability to exclude the Proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

Ifwe can be ofany further assistance in this matter, please do not hesitate to call me at (479) 277-0377, Geoffrey W. Edwards, Senior Associate General Counsel, Walmart, at (479) 204-6483, or Elizabeth A. Ising ofGibson, Dunn & Crutcher LLP at (202) 955-8287.

Sincerely,

~~ Erron W. Smith Senior Associate General Counsel Wal-Mart Stores, Inc.

Enclosure

cc: James McRitchie John Chevedden

EXHIBIT A

From:Sent: Thursday, February 20, 2014 10:19 PM To: Office of Chief Counsel <shareholdemrooosals@sec.gov> Cc: Erron Smith - Legal Subject: No action Requested Dated January 31, 2014 (WMT)

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission

Ladies and Gentlemen:

In regard to the company January 31,2014 no action requested regarding Mr. James McRitchie's special meeting shareholder proposal, this is to withdraw the proposal based on the company Form 8-K: httj)://www.sec.gov/Archives/edgar/data/104169/000010416914000013/form8-kx21314.htm which reflects a very limited adoption of the submitted special meeting proposal. The company has only severe limitations in its special meeting proposal and adds no protections for shareholders such as providing for an independent determination on whether the 10% threshold is met.

Sincerely, John Chevedden

cc: James McRitchie

Erron Smith Wal-Mart Stores, Inc. (WMT)

*** FISMA & OMB Memorandum M-07-16 ***

702 SW 8th Street Bentonville, AR 72716-0215 Erron.Smith@walmartlegal.com

January 31, 2014

VIA E-MAIL to shareholderproposals@sec.gov

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

Re: Wal-Mart Stores, Inc. Shareholder Proposal of James McRitchie Securities Exchange Act of 1934—Rule 14a-8

Ladies and Gentlemen:

This letter is to inform you that Wal-Mart Stores, Inc. (the “Company” or “Walmart”) intends to omit from its proxy statement and form of proxy for its 2014 Annual Shareholders’ Meeting (collectively, the “2014 Proxy Materials”) a shareholder proposal (the “Proposal”) and statements in support thereof received from John Chevedden on behalf of James McRitchie (the “Proponent”).

Pursuant to Rule 14a-8(j), we have:

• filed this letter with the Securities and Exchange Commission (the “Commission”) no later than eighty (80) calendar days before the Company intends to file its definitive 2014 Proxy Materials with the Commission; and

• concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”) provide that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the “Staff”). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company pursuant to Rule 14a-8(k) and SLB 14D.

THE PROPOSAL

The Proposal states:

“Resolved, Shareowners ask our board to take the steps necessary unilaterally (to the fullest extent permitted by law) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 15% of our outstanding common the power to call a special shareowner meeting.

This includes that such bylaw and/or charter text will not have any exclusionary or prohibitive language in regard to calling a special meeting that apply only to shareowners but not to management and/or the board (to the fullest extent permitted by law). This proposal does not impact our board’s current power to call a special meeting.”

A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A.

BASIS FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal properly may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(i)(10) because the Company currently expects that its Board of Directors (the “Board”), at a meeting in February 2014 (the “February Meeting”), will amend the Company’s Bylaws (the “Bylaws”) in a manner that will substantially implement the Proposal.

ANALYSIS

The Proposal May Be Excluded Under Rule 14a-8(i)(10) As Substantially Implemented.

A. Rule 14a-8(i)(10) Background

Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal from its proxy materials if the company has substantially implemented the proposal. The Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) was “designed to avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management.” Exchange Act Release No. 12598 (July 7, 1976). Originally, the Staff narrowly interpreted this predecessor rule and granted no-action relief only when proposals were “‘fully’ effected” by the company. See Exchange Act Release No. 19135 (Oct. 14, 1982). By 1983, the Commission recognized that the “previous formalistic application of [the Rule] defeated its purpose” because proponents were successfully convincing the Staff to deny no-action relief by submitting proposals that differed from existing company policy by only a few words. Exchange Act Release No. 20091, at § II.E.6. (Aug. 16, 1983). Therefore, in 1983, the Commission adopted a revised interpretation to the rule to permit the omission of proposals that had been “substantially implemented,” and the Commission codified this revised interpretation in Exchange Act Release No. 40018 (May 21, 1998). Thus, when a company can demonstrate that it already has taken

2

actions to address the underlying concerns and essential objectives of a shareholder proposal, the Staff has concurred that the proposal has been “substantially implemented” and may be excluded as moot. See, e.g., Exelon Corp. (avail. Feb. 26, 2010); Exxon Mobil Corp. (Burt) (avail. Mar. 23, 2009); Anheuser-Busch Companies, Inc. (avail. Jan. 17, 2007); ConAgra Foods, Inc. (avail. Jul. 3, 2006); Johnson & Johnson (avail. Feb. 17, 2006); Talbots Inc. (avail. Apr. 5, 2002); Exxon Mobil Corp. (avail. Jan. 24, 2001); Masco Corp. (avail. Mar. 29, 1999); The Gap, Inc. (avail. Mar. 8, 1996). The Staff has noted that “a determination that the company has substantially implemented the proposal depends upon whether [the company’s] particular policies, practices and procedures compare favorably with the guidelines of the proposal.” Texaco, Inc. (avail. Mar. 28, 1991).

B. Anticipated Action By The Board To Adopt The Proposed Bylaw Amendment Substantially Implements The Proposal

Section 211(a)(1) of the Delaware General Corporation Law (the “DGCL”) provides that “[m]eetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors.” The Company’s Certificate of Incorporation and Bylaws do not authorize holders of common stock to call special meetings of stockholders. The Company currently expects that the Board will, at the February Meeting, take certain actions that will substantially implement the Proposal. Specifically, the Company expects that the Board will adopt an amendment (the “Amendment”) to the Bylaws to require the Company’s Secretary to call a special meeting of stockholders upon the request of the holders of an amount of the Company’s stock that will be specified in the Amendment. The Company believes that the Amendment, if adopted, will address the Proposal’s essential objective, thereby substantially implementing the Proposal.

C. Supplemental Notification Following Board Action

We submit this no-action request before the February Meeting to address the timing requirements of Rule 14a-8(j). We supplementally will notify the Staff after the Board considers the Amendment. The Staff consistently has granted no-action relief under Rule 14a-8(i)(10) where a company has notified the Staff that it expects that its board of directors will take certain action that will substantially implement the proposal and then supplements its request for no-action relief by notifying the Staff after that action has been taken by the board of directors. See, e.g., Hewlett-Packard Co. (avail. Dec. 19, 2013); Hewlett-Packard Co. (avail. Dec. 18, 2013); Starbucks Corp. (avail. Nov. 27, 2012); DIRECTV (avail. Feb. 22, 2011); NiSource Inc. (avail. Mar. 10, 2008); Johnson & Johnson (avail. Feb. 19, 2008); Hewlett-Packard Co. (Steiner) (avail. Dec. 11, 2007); Johnson & Johnson (avail. Feb. 13, 2006); General Motors Corp. (avail. Mar. 3, 2004); Intel Corp. (avail Mar. 11, 2003) (each granting no-action relief where the company notified the Staff of its intention to omit a stockholder proposal under Rule 14a-8(i)(10) because the board of directors was expected to take action that would substantially implement the proposal, and the company supplementally notified the Staff of the board action).

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CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2014 Proxy Materials.

We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Correspondence regarding this letter should be sent to Erron.Smith@walmartlegal.com. If we can be of any further assistance in this matter, please do not hesitate to call me at (479) 277-0377, Geoffrey W. Edwards, Senior Associate General Counsel, Walmart, at (479) 204-6483, or Elizabeth A. Ising of Gibson, Dunn & Crutcher LLP at (202) 955-8287.

Sincerely,

Erron W. Smith Senior Associate General Counsel Wal-Mart Stores, Inc.

Enclosures

cc: James McRitchie John Chevedden

4

EXHIBIT A

From: *** FISMA & OMB Memorandum M-07-16 ***

Sent: Thursday, December 12, 2013 6:32 PM To: Erron Smith - Legal Subject: Rule 14a-8 Proposal (WM)``

Mr. Smith, Please see the attached Rule 14a-8 Proposal. Sincerely, John Chevedden

James McRitchie

Mr. S. Robson Walton, Chairman of the Board Wal-Mart Stores, Inc. (WMT) 702 SW 8th St Bentonville AR 72716 Phone: 479 273-4000 FX: 479-277-5991

Dear Mr. Walton,

I hold stock in WMT because I believe the company has unrealized potential, which can be unlocked by making our corporate governance more competitive. The cost of such reforms is low, especially compared to benefits.

My proposal is for the next annual shareholder meeting. I will meet Rule 14a-8 requirements including the continuous ownership of the required stock value until after the date of the respective shareholder meeting. My submitted format, with the shareholder-supplied emphasis, is intended to be used for defmitive proxy publication. I hereby delegate John Chevedden and/or his designee to forward this Rule 14a-8 proposal to the company and to act on our behalf regarding this Rule 14a-8 proposal, and/or modification of it, for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communications regarding our rule 14a-8 proposal to John Chevedden

at:

to facilitate prompt and verifiable communications. Please identify this proposal as my proposal exclusively.

This letter does not cover proposals that are not rule 14a-8 proposals. This letter does not grant the power to vote. Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of my proposal promptly by email to

12/1112013

James McRitchie Date Publisher of the Corporate Governance site at CorpGov.net since 1995

cc: Jeffrey J. Gearhart Corporate Secretary Erron Smith <Erron.Smith@walmartlegal.com> PH: 479-277-0377 FX: 479-277-5991

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[WMT: Rule 14a-8 Proposal, December 12, 2013] 4*- Special Shareowner Meetings

Resolved, Shareowners ask our board to take the steps necessary unilaterally (to the fullest extent permitted by law) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 15% of our outstanding common the power to call a special shareowner meeting.

This includes that such bylaw and/or charter text will not have any exclusionary or prohibitive language in regard to calling a special meeting that apply only to shareowners but not to management and/or the board (to the fullest extent permitted by law). This proposal does not impact our board's current power to call a special meeting.

Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This proposal topic won more than 70% support at Edwards Lifesciences and SunEdison in 2013.

This proposal should also be more favorably evaluated due to our Company's clearly improvable corporate governance and ethics performance as reported in 2013:

GMT Ratings, an independent investment research firm, was concerned regarding our executive pay- $28 mil1ion for Michael Duke. GMI rated our board F. Inside-related directors included: Gregory Penner, Lee Scott, Jim Walton and Michele Burns. Plus there were 2 insiders on our board. The following directors received more than 10% in negative votes: Christopher Williams (audit committee member), Michael Duke (CEO) and Robson Walton (executive pay committee member). The greater than 10% negative votes were of greater significance since insiders controlled 49% ofWal-Mart stock. The top shareholders were the Walton Family/Walton Enterprises, LLC: Director Jim Walton, Chairman Robson Walton, Alice Walton and John T. Walton Estate Trust.

In other news, it was reported that the U.S. Department of Justice was investigating whether Wal-Mart paid bribes in Mexico to obtain permits to open new stores there, and whether executives covered up an internal inquiry into the payments. The Department of Justice was also looking into possible misconduct Wal-Mart in Brazil, China and India (December 4, 2013).

It was reported that thousands ofWal-Mart workers and their supporters in the trade union movement had begun a nationwide series of Black Friday rallies against Wal-Mart, protesting against wages and conditions they say are so low that many employees are forced to rely on government assistance (November 29, 2013).

Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value:

Special Shareowner Meetings- Proposal4*

Notes: James McRitchie, sponsored this proposal.

Please note that the title of the proposal is part of the proposal. If the company thinks that any part of the above proposal, other than the first line in brackets, can be omitted from proxy publication based on its own discretion, please obtain a written agreement from the proponent.

*Number to be assigned by the company. Asterisk to be removed for publication.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including (emphasis added):

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(1)(3) in the following circumstances:

• the company objects to factual assertions because they are not supported; • the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered; • the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or • the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

We believe that it is appropriate under rule 14a~8 for companies to address these objections in their statements of opposition.

See also: Sun Microsystems, Inc. (July 21, 2005). The stock supporting this proposal is intended to be held until after the annual meeting and the proposal will be presented at the annual meeting. Please acknowledge this proposal promptly by email

*** FISMA & OMB Memorandum M-07-16 ***

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From: Erron Smith - Legal Sent: Monday, December 23, 2013 11:30 AM To:*** FISMA & OMB Memorandum M-07-16 ***

Subject: Letter Regarding Shareholder Proposal

Dear Mr. Chevedden:

Please see the attached letter regarding the shareholder proposal you submitted to Wal-Mart Stores, Inc. on December 12, 2013. Thank you.

Sincerely,

Erron Smith Senior Associate General Counsel Corporate Phone 479.277.0377 Fax 479.277.5991 erron.smith@walmartlegal.com

Walmart 702 S.W. 8th Street Bentonville, AR 72716-0215 Saving people money so they can live better.

This email and any attachment(s) are privileged and confidential. If you have received this email in error, please destroy it immediately.

December 23. 201 3

VIA FEDERAL EXPRESS AND E-MAIL

Mr. John C hevedden

Dear Mr. Chevedden:

Walmart ~:~ 702 SW 8th Street Bentonville AR 72716-0215 Erron Smlth@walmartlegal com

l am writing on behalf of Wai-Mart Stores, Inc. (the ··company'·), which on December 12, 20 13, received from you a shareholder proposal entitled ·'4* - S pecia l Shareowner Meetings·· for inclusion in the proxy statement for the Company"s 20 14 Annua l Shareho lders· Meeting (the ··Proposa l'}

The submission that you emailed to the Company included a letter, dated Decembe r II , 20 13, in which James McRitchie states, '·t he reby delegate John Chevedden and/or his designee to forward thi s Rule 14a-8 proposal to the company and to act on our behalf regarding thi s Rule 14a-8 proposal. and/or modifica tion of it.'" However, Securities and Exchange Commission ("SEC") Rule 14a-8 does not provide for a shareholder to submit a shareholder proposa l through a de legation such as that purportedly provided by Mr. McRitchie. Instead, Rule 14a-8 specifically provides that re fe rences throughout the rul e to ··you·' mean '·a shareho lder. '· Accordingly, if Mr. McRitchie is the proponent of the Proposal, we be lieve that your submission does not satisfy Ru le 14a-8, and Mr. McRitchie must submi t the Proposal to the Company in accordance with the procedures set forth in Rule 14a-8 (i ncluding submitting proof of continuous ownershi p o f Company stock fo r the one-yea r period preceding and includ ing the date Mr. McRitchie then submits the Proposa l to the Company).

If instead you are the proponent of the Proposal or in the event that a court or the SEC views the Proposal as hav ing been validly submitted by Mr. McRitchie for purposes of Rule 14a-8, then please be advised that the Proposa l conta ins certain procedura l de fic iencies as described below, which

EC regulati ons require us to bring to your attention.

Rule 14a-8(b) under the Securiti es Exchange Act of 1934, as amended, provides that a shareho lder proponent (the .. Proponent"') must submit suffi cient proof of continuous ownershi p of at least $2.000 in market value, or I%, of a company' s shares entitled to vote on the proposal for at least one year as o f the date the shareho lder proposal was submitted . The Company's stock records do not indicate that Mr. McRitchie or you are the record owner of suffi cient shares to sati sfy this requirement. In addi tion, to date we have not rece ived proof that the Proponent has satis fi ed Rule 14a-8"s ownershi p requirements as of the date that the Proposal was submitted to the Company.

To remedy this defect, the Proponent must submit suffic ient proof of his continuous ownership of the requisite number of Company shares fo r the one-year peri od preceding and inc luding the date

*** FISMA & OMB Memorandum M-07-16 ***

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the Pro posal was submitted to the Company ( December 12, 20 13). As explained in Rule 14a-8(b) and in SEC staff g uidance, sufficient proof must be in the form of:

( I ) a written statement from the ··record·· holder o f the Propo nent"s shares (usually a bro ker o r a bank) verifying that the Proponent continuously he ld the req ui site number of Company shares for the one-year peri od preceding and including the date the Proposal was submitted (December 12, 20 13); or

(2) if the Pro po nent has fil ed with the SEC a Schedule I 3D, Schedule 130. Form 3. Form 4 o r Form 5, o r amendments to those documents or updated forms , re fl ecting the Proponent' s owne rship o f the requisite number of Company shares as of o r before the date o n which the o ne-year eligibility period begins, a copy o f the schedule and/or form, and any subsequent amendments reporting a change in the ownership level and a written statement that the Proponent continuo us ly he ld the requisite number of Company shares for the o ne-year period.

If the P ropo nent intends to demo nstrate ownership by submitting a written statement from the ··record'" ho lder of the Proponent 's shares as set forth in ( I) above, please no te that most large U.S. brokers and banks deposit their customers · securities with, and hold those securities throug h. the Deposito ry Trust Company ("" DTC'"), a registered clearing agency that acts as a securities depos itory (DTC is also known through the account name of Cede & Co.). Under SEC Sta ff Legal Bulletin No. 14F. o nl y DTC partic ipants are viewed as record ho lders of securiti es that are deposited at DTC. The Proponent can confirm whether his bro ker or bank is a DTC participant by asking his broker o r bank or by checking DTC"s part1c1pant li st, which may be available at either http://www.dtcc.com/downloads/membership/directories/dtc/alpha. pdf o r http :/ /www.dtcc.com/-/media/Fi les/ Downloads/c l ient -center/ DTC/al pha.ashx. In these situatio ns, shareho lders need to o btain proof of ownership from the DTC participant through w hich the securities are held , as follows:

( I ) If the Propo nent 's broker or bank is a DTC part1c1pant, then he needs to submit a written statement fro m his bro ker or bank verifying that he continuo us ly held the requ isite number of Company shares fo r the one-year pe riod preceding and including the date the Pro posal was submitted (December 12, 20 13).

(2) If the Proponent ' s broker or bank is not a DTC parti cipant, then he needs to submit proof of ownership from the DTC participant thro ugh which the shares are held verify in g that the Proponent continuously held the requisite number of Company shares fo r the o ne-year period preceding and includi ng the date the Pro posal was submitted ( December 12, 20 13). The Pro po nent should be able to find o ut the identity of the DTC participant by asking his bro ker o r bank . If the Proponent's broker is an introducing broker, he may a lso be able to learn the identity and te lepho ne number of the DTC participant throug h his account statements, because the clearing broker identified o n his account statements will genera ll y be a DTC participant. If the DTC pa rticipant that ho lds the Pro po nent 's shares is not able to confirm the Proponent' s indi vidual ho ldings but is able to confirm the ho ldings of the Pro po nent' s broker o r bank. then the Pro po nent needs to satisfy the proof of ownership requirements by o btaining and

2

submitting two proof o f ownership statements veri fying that, fo r the one-year period preceding and including the date the Proposal was submitted ( December 12, 20 13), the requis ite number of Company shares were continuousl y held: ( i) o ne from the Proponent"s broker or ba nk confirming his ownership, and (i i) the other fro m the DTC partic ipant confirming the bro ker o r bank's ownership.

In additio n, under Rule 14a-8(b) of the Exchange Act, a proponent must provide the Company with a w ri tten statement that he intends to continue to hold the requisite number of shares through the date of the shareholders· meeting at w hich the Proposal wi ll be voted on by the shareholders. If you are the Proponent, yo u must remedy thi s defect by submitting a written statement that you intend to continue ho lding the req uis ite number of Company shares thro ug h the date of the Company's 2014 Annual Shareho lders· Meeting.

Fi nally, we note that the supporting statement accompanying the Proposa l purports to summarize statements from G MI Ratings. The source for these assertions is not publi cly avai lable. In order that the Company can veri fy that the referenced statements are attributable to GMI Ratings and are not being presented in the supporting statement in a fa lse and misleading manner, the Proponent sho uld provide the Company a copy of the referenced repo rt o r other source fo r the statements obtained from GM I Ratings.

T he SEC's rules require that your response to thi s letter be postmarked o r transmitted e lectronically no later than 14 calendar days from the date you rece ive th is letter. The Proponent should address any response to me at the address noted in the above letterhead. Alternatively, the Proponent may transmit any response by facsimil e to me at (479) 277-5991.

If you have any questions with respect to the foregoing, please contact me at (479) 277-0377. For your reference, I enclose a copy of Rule 14a-8 and Staff Legal Bull etin No. 14F.

Sincerely,

Erron W. Smith Senio r Associate General Counsel Wai-Mart Stores, Inc.

Cc: Mr. James McRitchie. via Federal Express

Enclosures

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From: *** FISMA & OMB Memorandum M-07-16 *** Sent: Thursday, December 26, 2013 10:58 PM To: Erron Smith - Legal Subject: Rule 14a-8 Proposal (WMT) blb

Mr. Smith, Attached is the rule 14a-8 proposal stock ownership verification. Please acknowledge receipt. Sincerely, John Chevedden

Ameritrade Post-it"' Fax Note 7671 Date/2 -U. -t .?JP:!?Js.,. To~

.-VI"~.., <;It-t ; ft., From Jiv,,.. {it t'i-t ,.!,/ ,_...,

December 20, 2013

James Mcritchie

Re: Your TO Ameritrade account ending in

Dear James Mcritchie,

CoJDept. Co.

Phone# Phone#

Fax# lf7&J"" 211~ 5" 11/ Fax #

Thank you for allowing me to assist you today. Pursuant to your request, this letter is to confirm that James McRitchie has continuously held 100 shares of Wai~Mart Stores Inc (WMT) common stock in his account ending in atTD Ameritrade since January 21, 2011. DTC number 0188 is the clearinghouse number for TD Ameritrade and the above listed account.

If we can be of any further assistance, please let us know. Just log in to your account and go to the Message Center to write us. You can also call Client Services at 800~669-3900. We're available 24 hours a day, seven days a week.

Sincerely,

Daniel Bliss Resource Specialist TD Ameritrade

This information is furnished as part of a general information service and TO Ameritrade shall not be liable for any damages arising out of any inaccuracy in the information. Because this information may differ from your TO Ameritrade monthly statement, you should rely only on the TO Ameritrade monthly statement as I he official record of your TO Ameritrade account.

Marl(et volatility, volume, and system availabi1\ty may delay account access and trade executions.

TO Ameritrade, Inc., member FINRAISIPCINFA (www.finra orq. www.sioc.org, W\\1\Y.nfa fytures org). TO Ameritrade is a trademar11 joinUy owned by TO Ameritrade IP Company, Inc. and The Toronto·Oominion Bank.@ 2013 TO Ameritrade IP Company. Inc. All rights reserved. Used with permission.

200 South 108"' Ave. Omaha, NE 68154

TDA 5380 L 09113

www.tdameritmde.com

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From: *** FISMA & OMB Memorandum M-07-16 ***

Sent: Friday, December 27, 2013 8:47 AM To: Erron Smith - Legal Subject: Method of Submittal Technicality (WMT) mos'

Mr. Smith, Although not believed necessary the attachment is provided as a special accommodation to the company. It is in response to the vague company letter based on a speculative theory.

Also a balanced application of the company logic would mean that under rule 14a-8 – no action requests by proxy would no longer be permitted after decades of use. Sincerely, John Chevedden cc: James McRitchie

Mr. Erron Smith Senior Associate General Counsel Wal-Mart Stores, Inc. (WMT) 702 SW 8th St Bentonville AR 72716 PH: 479-277-0377 FX: 479-277-5991 Erron.Smith@walmartlegal.com

Dear Mr. Smith,

James McRitchie

This is to respond to the company letter within the 14-days requested. The rule 14a-8 proposal: WMT: Rule 14a-8 Proposal, December 12, 20l3] 4 * - Special Shareowner Meetings was submitted using a method in use for at least 15-years for rule 14a-8 proposals. This is to reconfirm the cover letter and proposal. I am the sole proponent of this proposal. This additional confirmation is believed unnecessary and is forwarded as a special acconunodation for the company.

Sincerely,

12/27/2013

James McRitchie Date Publisher of the Corporate Governance site at CorpGov.net since 1995

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